Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Reynolds Fredric G
   2. Issuer Name and Ticker or Trading Symbol
CBS CORP [CBS, CBS.A] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP & Chief Financial Officer
(Last)
(First)
(Middle)
51 WEST 52ND STREET		 3. Date of Earliest Transaction (Month/Day/Year)
06/01/2006
(Street)

NEW YORK, NY 10019		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
CBS Class B common stock 06/01/2006   A   112,194 (1) A $ 24.93 (1) 156,845 D  
CBS Class B common stock               1,116 I By 401(k)
CBS Class B common stock               982 I By Spouse

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) (2) $ 28.99 06/01/2006   D     1,897 (3)   (4) 03/31/2009 CBS Class B common stock 1,897 (3) 0 D  
Employee Stock Option (right to buy) (2) $ 44.19 06/01/2006   D     207,252 (3)   (4) 01/25/2010 CBS Class B common stock 207,252 (3) 0 D  
Employee Stock Option (right to buy) (2) $ 41.05 06/01/2006   D     1,339 (3)   (4) 04/01/2010 CBS Class B common stock 1,339 (3) 0 D  
Employee Stock Option (right to buy) (2) $ 43.35 06/01/2006   D     191,015 (3)   (4) 01/31/2011 CBS Class B common stock 191,015 (3) 0 D  
Employee Stock Option (right to buy) (2) $ 33.9 06/01/2006   D     1,622 (3)   (4) 04/01/2011 CBS Class B common stock 1,622 (3) 0 D  
Employee Stock Option (right to buy) (2) $ 31.02 06/01/2006   D     191,015 (3)   (4) 01/30/2012 CBS Class B common stock 191,015 (3) 0 D  
Employee Stock Option (right to buy) (2) $ 37.41 06/01/2006   D     1,470 (3)   (4) 03/30/2012 CBS Class B common stock 1,470 (3) 0 D  
Employee Stock Option (right to buy) (2) $ 29.35 06/01/2006   D     113,122 (3)   (5) 01/26/2013 CBS Class B common stock 113,122 (3) 0 D  
Employee Stock Option (right to buy) (2) $ 30.88 06/01/2006   D     191,015 (3)   (4) 01/29/2013 CBS Class B common stock 191,015 (3) 0 D  
Employee Stock Option (right to buy) (2) $ 29.69 06/01/2006   D     1,852 (3)   (4) 03/28/2013 CBS Class B common stock 1,852 (3) 0 D  
Employee Stock Option (right to buy) (2) $ 31.72 06/01/2006   D     191,015 (3)   (4) 01/28/2014 CBS Class B common stock 191,015 (3) 0 D  
Employee Stock Option (right to buy) (2) $ 30.63 06/01/2006   D     1,795 (3) 04/01/2007 03/31/2014 CBS Class B common stock 1,795 (3) 0 D  
Employee Stock Option (right to buy) (2) $ 27.38 06/01/2006   D     2,008 (3) 04/01/2008 03/31/2015 CBS Class B common stock 2,008 (3) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Reynolds Fredric G
51 WEST 52ND STREET
NEW YORK, NY 10019		       EVP & Chief Financial Officer  

Signatures

 /s/ Reynolds, Fredric G.   06/02/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Acquired pursuant to a voluntary exchange offer pursuant to which the Issuer offered eligible employees the voluntary opportunity to exchange their employee stock options for Restricted Shares of CBS Class B Common Stock (the Restricted Shares). The average of the closing price of the CBS Class B Common Stock on the New York Stock Exchange for the five consecutive trading days ending on April 26, 2006 which was the fifth trading day before the date of commencement of the voluntary exchange offer was $24.9340. The number of Restricted Shares received was calculated by dividing (a) 75 percent of the attributed valued of the tendered options by (b) $24.9340. The Restricted Shares received in the voluntary exchange offer will vest in two fifty percent installments on June 1, 2008 and June 1, 2009.
(2) Right to buy under Issuer's long term incentive plan.
(3) Disposed of pursuant to a voluntary exchange offer pursuant to which the Issuer offered eligible employees the voluntary opportunity to exchange their employee stock options for Restricted Shares of CBS Class B Common Stock.
(4) Current.
(5) Approximately one-quarter of these options are currently exercisable; the other three-quarters of these options were scheduled to vest in three equal annual installments beginning on January 26, 2007.

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